NOMINATING & CORPORATE GOVERNANCE COMMITTEE CHARTER
2003 Governance Charter: LEG
LEGGETT & PLATT, INCORPORATED
BOARD OF DIRECTORS
The Nominating & Corporate Governance Committee will (i) assist the Board in the oversight of corporate governance principles, policies and procedures, (ii) identify qualified candidates for Board membership and recommend to the Board director nominees to be voted on at the annual meeting of shareholders, and (iii) develop and recommend to the Board a set of corporate governance principles applicable to the Company.
The Committee will be composed of at least three members of the Board of Directors, all of whom are independent as determined in accordance with the New York Stock Exchange Listing Standards. The Board will appoint Committee members annually. The Board may remove Committee members at any time, with or without cause, by a majority vote. The Board will fill any vacancy on the Committee. During a vacancy on the Committee, the remaining members will have full power to act as the Committee.
The Board will appoint a Committee Chairman annually. If the Chairman is absent from a meeting, the Committee may, by majority vote of those members present, designate one of its members to serve as acting Chairman for the meeting.
To the extent permitted by applicable law, the Committee may delegate duties and responsibilities to one or more members or subcommittees as it deems appropriate.
A majority of the members present at a meeting will constitute a quorum. If a quorum is present, the majority vote of those Committee members present at the meeting will be sufficient to adopt a resolution or otherwise take action. The Committee Chairman will report the Committee's actions to the Board as appropriate.
The Chairman of the Board will be invited to attend Committee meetings, unless matters to be discussed at the meeting make it appropriate to excuse him. The Chairman of the Board may share his views with the Committee, but may not vote on matters before the Committee. At the invitation of the Committee Chairman, the CEO and other members of management may attend Committee meetings.
The Secretary of the Company will attend and keep written minutes of Committee meetings, unless matters to be discussed at the meeting make it appropriate to excuse him. If the Secretary is excused, a member of the Committee will provide to the Secretary minutes of the meeting or information sufficient to prepare minutes.
Oversee the evaluation of the Board and management in fulfilling their respective duties to the Company and the shareholders as set out in the corporate governance principles adopted by the Company. The Committee will (i) assist the Board of Directors in its self-evaluation, and (ii) review the evaluation results and present such results, along with any Committee recommendations, to the Board.